EXHIBIT 10.9
TERMINATION OF EMPLOYMENT ARRANGEMENT
TESSCO Technologies Incorporated and Xx. Xxxxxx X. Xxxxxx have entered into an
employment agreement as of October 4, 1999. Pursuant to the agreement, TESSCO
remains obligated to continue base salary compensation and benefits to Xx.
Xxxxxx for the scheduled terms of the agreement if the employment of Xx. Xxxxxx
is terminated by TESSCO without "good cause" or by Xx. Xxxxxx with "good
reason". If Xx. Xxxxxx'x employment is terminated by TESSCO for "good cause", or
by Xx. Xxxxxx without "good reason", TESSCO is generally obligated to pay
compensation and benefits only to the date of termination. "Good cause"
generally means: (I) the willful continued failure by Xx. Xxxxxx to
substantially perform his management duties, (ii) intentional misconduct by Xx.
Xxxxxx causing substantial injury to the Company, or (iii) the conviction of a
felony crime involving moral turpitude. "Good reason" is defined to include: (I)
a substantial diminution in Xx. Xxxxxx'x title, duties or authority, (ii) a
relocation of the Company's principal offices to another State, (iii) a
reduction in annual base salary, or (iv) a "change in control" of the Company. A
"change in control" is generally deemed to occur when: (i) a person or group
acquires beneficial ownership of thirty percent or more of the Common Stock of
the Company; or (ii) the shareholders approve a liquidation or sales of
substantially all of the assets of the Company or certain mergers or
consolidation of the Company.
This agreement is enforceable upon and beyond a "change in control" of the
Company.
The terms of this agreement provide for base salary and benefits to continue to
be paid to Xx. Xxxxxx should employment be terminated by TESSCO without "good
cause" or by Xx. Xxxxxx with "good reason" on the following schedule:
TERM PAYMENT PERIOD OF SEVERANCE BASE SALARY & BENEFITS
FIRST 12 MONTHS OF EMPLOYMENT 12 months following termination date
Months 13 - 24 of employment 9 months following termination date
Beyond month 24 of employment 6 months following termination date
By:/s/ Xxxxxx X. Xxxxxx Date: 9/29/99
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Xxxxxx X. Xxxxxx
By:/s/ Xxxxxx X. Xxxxxxxx Date: 9/29/99
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Xxxxxx X. Xxxxxxxx, Xx.
Chairman and CEO
TESSCO Technologies Incorporated